PARALLEL PETROLEUM CORPORATION AND AMERICAN STOCK TRANSFER, INC. Warrant Agent PURCHASE WARRANT AGREEMENT Dated as of October 1, 1980Purchase Warrant Agreement • February 28th, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • Colorado
THIS AGREEMENT dated as of October 1, 1980, between PARALLEL PETROLEUM CORPORATION, a Texas corporation (the “Company”), and AMERICAN STOCK TRANSFER, INC., a Colorado corporation, (the “Warrant Agent”).
GUARANTYGuaranty • February 28th, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
THIS GUARANTY (this “Guaranty”) is made as of the 23rd day of December, 2005, by PARALLEL, L.L.C., a Delaware limited liability company (the “Guarantor”) in favor of the Agent, for the benefit of the Lenders, under the Credit Agreement referred to below;
THIRD AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • February 28th, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
THIS THIRD AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of December 23, 2005, is between PARALLEL, L.L.C. (the “Pledgor”), a Delaware limited liability company whose address is 2215-B Renaissance Dr., Suite 5, Las Vegas, Nevada 89119, and CITIBANK TEXAS, N.A., a national banking association whose address is 1004 N. Big Spring, Suite 121, Midland, Texas 79701, as Administrative Agent (in such capacity, the “Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to that certain Third Amended and Restated Credit Agreement dated of even date herewith, among Parallel Petroleum Corporation and Parallel, L.P. (collectively, “Borrowers”), Pledgor, as Guarantor, Citibank Texas, N.A., as Joint Lead Arranger and Administrative Agent, BNP Paribas, as Joint Lead Arranger and Syndication Agent, and the Lenders (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of November 15, 2005 made by Parallel Petroleum Corporation, Parallel, L.P. and each of the other Obligors (as defined herein) in favor of BNP Paribas, as Administrative AgentGuarantee and Collateral Agreement • February 28th, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
This SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT is dated as of November 15, 2005 made by Parallel Petroleum Corporation, a Delaware Corporation (“PPC”), Parallel, L.P., a Texas limited partnership (“PLP” and with PPC, the “Borrowers”), and each of the signatories hereto (the Borrowers and each of the signatories hereto, together with any other Subsidiary of the Borrowers that becomes a party hereto from time to time after the date hereof, the “Obligors”), in favor of BNP Paribas, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Lien Term Loan Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Lenders, the Administrative Agent, and the other Agents party thereto.
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • February 28th, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • Delaware
This First Amendment to Warrant Agreement (this “Amendment”), dated as of February 22, 2007, is made and entered into by and between Parallel Petroleum Corporation, a Delaware corporation (the “Company”), and Computershare Shareholder Services, Inc., a Delaware corporation (the “Warrant Agent”), and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company.
